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DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Resolutions of BOD

DATANG INTERNATIONAL POWER GENERATION COMPANY LD: Resolutions of BOD
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this announcement. 


            DATANG INTERNATIONAL POWER GENERATION CO., LTD.
        (a sino-foreign joint stock limited company incorporated in
                   the People's Republic of China)
                      (Stock Code: 00991) 
                 OVERSEAS REGULATORY ANNOUNCEMENT
                    ANNOUNCEMENT ON RESOLUTIONS
                     OF THE BOARD OF DIRECTORS


Special Notice:

The board of directors (the "Board") and all directors (the 
"Directors") of the Company warrant that there are no false 
representations and misleading statements contained in, or 
material omissions from, this announcement, and severally and
jointly accept the responsibility for the truthfulness, 
accuracy and completeness of the content of this announcement.

This announcement is made pursuant to Rule 13.10B of the Rules
Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited.

The thirty-fourth meeting of the seventh session of the Board of
Datang International Power Generation Co., Ltd. (the "Company")
was held by way of written correspondence on 5 February 2013 
(Tuesday). There were 15 Directors eligible to attend the Meeting
and all of them attended the Meeting. The Meeting was held in 
compliance with the provisions stipulated in the Company Law of
the People's Republic of China and the articles of association 
of the Company. The following resolutions were approved 
unanimously at the Meeting:

1.  "The Resolution on the Supply of Coal by Inner Mongolia Fuel
    Company to Certain Enterprises Managed by the Company" was 
    considered and approved.
    Voting results: 12 voted in favour, 0 voted against and 3
    abstained
    (1)  The Board agreed Inner Mongolia Electric Power Fuel 
         Company Limited (Inner Mongolia Fuel Company, a 
         wholly-owned subsidiary of Beijing Datang Fuel Company
         Ltd. (Beijing Datang Fuel Company, a controlling 
         subsidiary of the Company to enter into the Inner 
         Mongolia Fuel Purchase Framework Agreements with 
         certain subsidiaries of the Company to supply coal for
         production purposes for a term of one year commencing
         from 1 January 2013 to 31 December 2013, with a maximum
         aggregate annual transaction amount of approximately 
         RMB5,425 million.
    
    (2)  Pursuant to Hong Kong Listing Rules, Inner Mongolia 
         Fuel Company is a connected person of the Company, the
         aforesaid transactions constitute continuing connected
         transactions of the Company and are required to be 
         considered and approved by the independent shareholders
         at the general meeting. The connected Directors Liu 
         Shunda, Hu Shengmu and Fang Qinghai have abstained from
         voting to approve the continuing connected transactions;
    (3)  The Directors (including independent non-executive 
         Directors) were of the view that the aforesaid 
         transactions were conducted on normal commercial terms
         and in the ordinary course of business of the Company, 
         and the relevant transactions were fair, reasonable and
         in the interests of the shareholders of the Company as
         a whole.
    For details of the aforesaid transactions, please refer to 
    the continuing connected transactions announcement of the 
    Company issued on the same date.

2.  "The Resolution on Certain Daily Continuing Connected 
    Transactions of the Company" was considered and approved. 
    Voting results: 12 voted in favour, 0 voted against and 3 
    abstained
    (1)  The Company (and its subsidiaries) purchase coal from 
         Beijing Datang Fuel Company
         I.  The Board agreed the Company to enter into the 
             Fuel Purchase Framework Agreement with Datang Fuel
             Company for a term of one year commencing from 1 
             January 2013 to 31 December 2013, with a maximum 
             annual transaction amount of approximately RMB35,505
             million.
         II. Pursuant to Hong Kong Listing Rules, Beijing Datang
             Fuel Company is a connected person of the Company, 
             the aforesaid transactions constitute continuing 
             connected transactions of the Company.
    (2)  Hong Kong Company supplies coal to the subsidiaries of 
         the Company.
         I.  The Board agreed Datang International (Hong Kong) 
             Limited. ("Hong Kong Company") to enter into the 
             Hong Kong-Beijing Fuel Sale Framework Agreement 
             with Beijing Datang Fuel Company for a term of one
             year commencing from 1 January 2013 to 31 December
             2013, with a maximum annual transaction amount of
             approximately USD380 million.
         II. The Board agreed Hong Kong Company to enter into 
             the Hong Kong--Power Plants Fuel Sale Framework 
             Agreement with the Company in relation to coal sale
             to Guangdong Datang International Chaozhou Power 
             Generation Company Limited and Jiangsu Datang 
             International Lvsigang Power Generation Company 
             Limited, the controlling subsidiaries of the Company,
             respectively, for a term of one year commencing from
             1 January 2013 to 31 December 2013, with a maximum 
             aggregate annual transaction amount of approximately
             USD522 million.
        III. Pursuant to Hong Kong Listing Rules, Beijing Datang 
             Fuel Company, Chaozhou Power Generation Company and 
             Lvsigang Power Generation Company are connected 
             persons of the Company; the aforesaid transactions 
             constitute continuing connected transactions of the 
             Company.
    (3)  The controlling subsidiary of the Company provides
        transportation service to Beijing Datang Fuel Company
             The Board agreed Jiangsu Datang Shipping Company 
             Limited, a controlling subsidiary of the Company, 
             entered into the Annual Shipping Framework Agreement
             with Beijing Datang Fuel Company for a term of one 
             year commencing from 1 January 2013 to 31 December 
             2013, with a maximum annual transaction amount of
             approximately RMB385 million.
    (4)  The Directors (and independent non-executive Directors) 
        were of the view that the aforesaid transactions numbered
        2.(1), (2) and (3) were conducted on normal commercial 
        terms and in the ordinary course of business of the 
        Company, and the relevant transactions were fair, 
        reasonable and in the interests of the shareholders of 
        the Company as a whole.
        The connected Directors Liu Shunda, Hu Shengmu and Fang
        Qinghai have abstained from voting to approve the connected
        transaction;
    (5)  Pursuant to Hong Kong Listing Rules, the aforesaid 
        transactions (excluding resolution numbered 2.(3) above)
        are required to be considered and approved by the 
        independent shareholders at the general meeting.


For details of the aforesaid transactions, please refer to the  
continuing connected transactions announcement of the Company  
issued on the same date. 
The above resolutions numbered 1 and 2 (excluding resolution 
numbered 2.(3)) are required to be considered and approved by the
independent shareholders at the general meeting. The Company will
issue the notice of the general meeting to the shareholders as 
and when appropriate. 


                                            By Order of the Board  
                                                   Zhou Gang     
                                            Secretary to the Board 


Beijing, the PRC, 6 February 2013 

As at the date of this announcement, the directors of the Company
are: Liu Shunda, Hu Shengmu, Cao Jingshan, Fang Qinghai, Zhou Gang,
Liu Haixia, Guan Tiangang, Mi Dabin, Ye Yonghui, Li Gengsheng, 
Li Yanmeng*, Zhao Zunlian*, Li Hengyuan*, Zhao Jie*, Jiang Guohua*

*  Independent non-executive directors
    END

-0- Feb/06/2013 14:27 GMT


 
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